The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Neil Barlow specializes in cross-border M&A, with a particular focus on private equity transactions. Neil advises international and domestic private equity houses, financial sponsors, and corporates on a wide range of matters, including acquisitions, disposals, leveraged buyouts, takeovers, mergers, joint ventures, minority and growth capital investments, PIPEs, IPOs, and restructurings. Neil has particular experience of advising on M&A in North America, Europe, and Latin America and is adept at executing domestic or cross-border transactions involving those geographies. Neil has spent time on secondment with CVC Capital Partners and with 3i.
Carla Ruggero is an associate in the Corporate/M&A practice and a member of the firm's Latin America group. Carla specializes in M&A transactions, with a particular focus on energy and infrastructure. Originally from Argentina and dual qualified in New York and Argentina, she regularly advises foreign and domestic buyers and sellers in complex cross-border transactions and, in particular, with a focus in Latin America.
Describe your practice area and what it entails.
Neil: I am a private equity partner in New York. I focus on cross-border private equity M&A, acquisitions, and dispositions, including growth equity investments for financial investor clients.
Carla: I am a senior associate in the M&A group in New York. Given my background, I do a large amount of Latin American work, advising buyers or sellers in transactions that have some LatAm component.
What types of clients do you represent?
Neil: I represent private equity clients, including traditional buyout houses, sovereign wealth funds, and public pension funds. Basically, clients that have private pools of capital to buy and sell stakes in businesses. Specific clients include CVC Capital Partners, EMK Capital, Sixth Street, Cinven, and AlterDomus.
Carla: Our client pool is very diverse and includes corporates and strategic players, financial investors, and other types of clients who either have assets they’re selling in Latin America or who want to invest in the region.
What types of cases/deals do you work on?
Neil: Given my international background (I started my career in London and worked in Dubai and now New York), I focus on cross-border M&A transactions, both inbound and outbound. I help international clients acquiring U.S.-based businesses and U.S. clients buying and investing in businesses abroad. The businesses often have multiple operations across different countries, so each transaction will have local nuances and regulatory approvals or employee transfer requirements that are specific to one of the countries in which the business operates. We regularly work as one team with our offices across the globe to advise the client on all aspects of the transaction.
Carla: My deals are similar in terms of the cross-border nature of the transactions. In particular, for transactions in Latin America, we also work very closely with local counsel in different jurisdictions. Our strong relationships with local firms are key to achieving our clients' goals in each of those jurisdictions and delivering a “one-stop shop” combining the best of international standards with top-quality local advice.
How did you choose this practice area?
Neil: When I first joined the firm as a junior lawyer, we rotated across departments. My first rotation was in the private equity group, and straightaway I decided that it was for me. It felt like real life rather than abstract legal concepts—I was working with tangible businesses that were household names across the world, including retail, technology, and healthcare platforms. I was immediately drawn to learning how the businesses worked and the nuances particular to each business’s sector.
While on the buyer's side, it was exciting to negotiate on behalf of our client to secure the acquisition. Our clients are often in competitive auctions against other buyers, particularly in the private equity sphere. It's about the speed of execution and the quality of advice, but also the ability to be commercial. I love the commercial aspects of the role.
Carla: I like how, on the transactional side of things, you get to work together with your counterpart to make the deal successful for both parties, so it's not adversarial. As M&A lawyers, we are instrumental in truly transformational transactions. That will never get old.
What is a typical day like and/or what are some common tasks you perform?
Neil: There's a lot of project management in balancing the stages of each transaction as we move through the negotiations of the legal and commercial points. My clients are in the U.S., Asia, the Middle East, and Europe, so there's a lot of managing transactions across different jurisdictions and time zones. Our role is helping clients' businesses grow, so we also must be proactive for our clients by constantly identifying opportunities for them, engaging in discussions about how we can support them, and offering training.
Carla: A lot of the time managing transactions means being available for your clients to continually address deal-related issues that come up, but also general commercial issues. It's more than a purely legal role—you become a trusted advisor for the client, you need to know their business inside out, and you're there to help them solve any issue that arises.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Carla: Take negotiation and M&A classes in law school. Understanding accounting and corporate finance is also important, as we often negotiate price mechanisms. It helps to understand how the company's finances work so you can add value to your clients' negotiation on that point. In terms of skills: drafting, problem solving, time management, and the ability to listen well and to find creative solutions.
Neil: Take accounting classes. Many accounting terms are used in M&A agreements, and we team up with accounting firms all the time. If you don't understand the points but you're negotiating with lawyers that do, you'll be lost.
A critical skill to develop is brevity. If the client can't read it on their phone on the subway, don't send the email. Be articulate but cut straight to the point. Develop this and it will become one of your greatest strengths in this profession.
What do you like best about your practice area?
Neil: I love the positivity that's generated through teamwork and collaboration. This job requires you to depend very closely on your team. It makes you determined to work hard to achieve success for the client, but also for your teammates. The positivity generated through that dedication, combined with the firm's uniquely collaborative culture, is electrifying.
Carla: I agree, and due to the cross-border nature of our practice, that team extends around the world. Finding that same collaborative spirit throughout the firm's international network, working as a single team even though we are miles away from each other, that's what I like best. You may be working on sensitive, high-pressure transactions, but you're always in it together.
What is unique about your practice area at your firm?
Neil: We are truly global and integrated; there's no hierarchy here. Colleagues around the world are not territorial and will make client introductions and pass work along; whatever it takes to have the right person addressing a point in the expert manner our clients expect.
That lack of hierarchy applies at the associate level too. No matter how junior a lawyer you are, if you have bright ideas and earn colleagues' trust, partners will back you. There's space here to be ambitious and advance your career in an entrepreneurial way, especially as we focus on growing in the U.S.
Carla: We have a leading Latin America practice, with a team of lawyers around the network, based in New York; São Paulo; Washington, DC; Madrid; London; and other countries across Europe and Asia. This gives us a vast network of skills to draw on across practices, with the resources we need to support our clients when doing transactions in Latin America. It really makes a difference having experts across all practice areas. I started my career in Argentina and came to Clifford Chance because the LatAm focus was the perfect fit for my background and experience.
What are some typical tasks that a junior lawyer would perform in this practice area?
Neil: Project management. As a junior lawyer, you're the person the team is relying on to keep track of the deal process and the status of case documents. You assist with legal due diligence, reviewing contracts, constitutional documents, employment agreements, IP arrangements, etc. You join client calls to learn how to negotiate and follow the points, and get involved in closing checklists and other agreements critical to closing the transaction.
Carla: The firm involves junior associates in calls and meetings with clients, and this starts early in their career. We work with them to make sure they are knowledgeable about all aspects of the transactions so they quickly find their interests and learn where they can add value.
How can lawyers develop greater cultural intelligence in dealing with international transactions and matters?
Neil: To work at a global firm, you need to have a global mindset. It's essential to understand other cultures, traditions, and politics so you can appreciate certain sensitivities in cross-border work. At a firm like ours, people are from around the world—I'm from Europe and Carla is from Latin America, for example — and living in different countries has helped us develop that mindset. Take advantage of any opportunities to work abroad and take the time to learn how local laws apply in different countries. We recently advised on a transaction that had a large Indian component, so we worked with local counsel in India. I encouraged our associates to join calls with our client and local counsel to better understand the Indian issues. While we have local counsel to help with local laws, we still deliver one team and one service to the client. Ultimately, we are responsible.
Carla: It's about being aware of the cultural nuances around the world. Building a diverse network of peers and colleagues helps you learn different perspectives and gives you access to a wealth of cultural knowledge. People use different negotiation styles across different countries, so it helps to have context to understand who you're talking to and what clients from different countries will expect.